SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
                  WASHINGTON, D.C. 20549

      DIVISION OF
CORPORATION FINANCE

December 15 , 2014

Via E-mail
Adam M. Matteo
Vice President and Controller
Honeywell International Inc.
101 Columbia Road
Morris Township, NJ 07962

 Re: Honeywell International  Inc.
  Form 10-K for the Fiscal Year Ended December 31 , 2013
  Filed February 14 , 2014
  File No. 1-08974

Dear M r. Matte o:

We have limited our review of your filing to your contacts with countries that have been
identified as state sponsors of terrorism, and we have the following comments.  Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues.   In our comments, we ask  you to provide us with information so we may better
understand yo ur disclosure.

Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts and circumstances, please  tell us why in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.

General

1. In your letters to us dated July 8, 2011 and August 5, 2011, you discussed contacts
with Sudan and Syria . A March 2013 Aeolus Air customer success story on your
website states that Aeolus Air’s A -320-200 aircraft is currently leased to Tarco Air,
an airline that provides passenger flights in Sudan.  In addition, H oneywell Security’s
website lists Syria in its worldwide locations section; Controlead’s website states that
it specializes in Honeywell products and services in the automation industry
throughout the Syrian market and includes your logo; and we are aware of a 2012
article by a Honeywell Process Solutions Vice President which states that he is
responsible for managing business growth in seven countries including Syria.  As you
are aware, Sudan and Syria are designated by the State Department as state sponso rs
of terrorism, and are subject to U.S. economic sanctions and export controls.  You do

Adam M. Matteo
Honeywell International Inc.
December 15 , 2014
Page 2

 not provide disclosure about these countries in the Form 10 -K.

Please describe to us the nature and extent of your past, current, and anticipated
contacts with Suda n and Syria since your 2011 letters, whether through subsidiaries,
affiliates, distributors, resellers or other direct or indirect arrangements.  You should
describe any products or services provided, directly or indirectly, and any agreements,
commercial arrangements, or other contacts with the governments of those countries
or entities they control.

2. Please discuss the materiality of any contacts with Sudan and Syria you describe  in
response to the comment above, and whether those contacts constitute a mate rial
investment risk for your security holders.  You should address materiality in
quantitative terms, including the approximate dollar amounts of any associated
revenues, assets, and liabilities for the last three fiscal years and the subsequent
interim period .  Also, address materiality in terms of qualitative factors that a
reasonable investor would deem important in making an investment decision,
including the potential impact of corporate activities upon a company’s reputation
and share value.  As you  know, various state and municipal governments,
universities, and other investors have proposed or adopted divestment or similar
initiatives regarding investment in companies that do business with U.S. -designated
state sponsors of terrorism.  You should ad dress the potential impact of the investor
sentiment evidenced by such actions directed toward companies that have operations
associated with Sudan and Syria.

3. Please tell us whether any your contacts with Sudan or Syria involve products or
technology that  are dual use, or are listed on the Department of Commerce’s
Commerce Control List.

We urge all persons who are responsible  for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the company and its management are
in possession of all facts relating to the company’s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commissio n or any person under the federal securities laws of the United States.

Adam M. Matteo
Honeywell International Inc.
December 15 , 2014
Page 3

Please contact Jennifer Hardy, Special Counsel, at (202) 551 -3767 or me at (202) 551 -
3470 if you have any questions about the comments or our review.

                  Sincerely,

                  /s/ Cecilia Blye

                  Cecilia Blye, Chief
                  Office of Global Security Risk

cc:  Amanda Ravitz
  Assistant Director
 Division of Corporation Finance